The Supervisory Board of Orion Corporation has decided today that the company's Annual General Meeting of Shareholders will be held on Thursday, 29 March 2001 at 5 p.m. at the company's premises in Espoo, at Orionintie 1.
Matters to be handled at the Annual General Meeting:
1. The matters subject to the decision by the Annual General Meeting, as specified in section 11 of the company's Bylaws
2. The proposal by the Board of Directors to amend sections 12 and 13 of the Bylaws. The main contents of the proposal is as follows:
The shareholder shall inform the company of his intention to attend a General Meeting of Shareholders at the latest on a date specified in the notice to convene, which date may not be earlier than ten days prior to the meeting.
A notice to convene a General Meeting of Shareholders shall be issued no later than seventeen days prior to the meeting.
3. The proposal by the Board of Directors to issue warrants
According to the proposal, warrants be issued to the key personnel of Orion Corporation and its subsidiaries and to a wholly-owned subsidiary of Orion Corporation. It is proposed that the shareholders' pre-emptive right to subscription be deviated from since the warrants form a part of the incentive and commitment program for the key personnel. The number of warrants issued will be 1,800,000. Of the warrants 450,000 will be marked with the symbol 2001A,450,000 will be marked with the symbol 2001B, 450,000 will be marked with the symbol 2001C and 450,000 will be marked with the symbol 2001D. The warrants entitle to subscription of a maximum of 1,800,000 Bshares in Orion Corporation.
The share subscription price shall be for warrant 2001A 30.11 euros, for warrant 2001B 30.11 euros, for warrant 2001C the trade-volume-weighted average quotation of the Orion Corporation B-share in the Helsinki Exchanges between 1 March and 31 March 2002 and for warrant 2001D the trade-volumeweighted average quotation of the Orion Corporation B-share in the Helsinki Exchanges between 1 September and 30 September 2002.
From the share subscription price of warrants 2001A and 2001B shall, as per the dividend record date, be deducted the amount of the cash dividend distributed after 29 March 2001 but before the date of the share subscription. From the share subscription price of warrants 2001C and 2001D shall, as per the dividend record date, be deducted only the amount of the special dividend, which differs from the Company's normal dividend distribution policy as determined by the Board of Directors, distributed after the beginning of the period for the determination of the subscription price but before the date of subscription for shares.
The share subscription period for the warrants shall begin in stages on 1 October 2003, on 1 October 2004, on 1 October 2005 and on 1 October 2006, and shall end on 31 October 2007 for all warrants.
As a result of the subscriptions the share capital of Orion Corporation may be increased by a maximum of 3,060,000 euros and the number of shares by a maximum of 1,800,000 new B-shares.
Shareholders being entered in the company's shareholder register, maintained by the Finnish Central Securities Depository, on no later than 19 March 2001 have the right to attend the Annual General Meeting.
The registration period for attending the Annual General Meeting will close on Monday, 26 March 2001 at 9.00 a.m. Registrations in writing are requested to be addressed to Orion Corporation, Shareholder affairs, P.O.Box 65, FIN-02101 Espoo, Finland. Registrations by phone will be received by Maarit Lönnberg, phone +358 10 429 3719, and Tuomo Karhunen, phone +358 10 429 3718. Registrations by letter must arrive to Orion Corporation no later than the aforementioned deadline. Possible proxies should be submitted together with the registration.
Espoo, 5 March 2001
Supervisory Board of Orion Corporation
President and CEO
Executive Vice President
Orionintie 1, 02200 Espoo, Finland
Corporate communications and investor relations:
Anne Allo, Corporate Vice President
Phone +358 10 429 3735
Fax +358 10 429 2801
Home page: www.orion.fi
The full press release can be downloaded from the following link: